ABECS – Brazilian Association of Credit Card and Service Companies.
Merchant Acquirers – companies that capture, transfer, process and financially settle the transactions paid with debit or credit cards through the implementation and management of the acceptance network and…..
Credit card companies – non-financial companies that issue and administer their own cards or of third parties, but do not grant direct credit to its clients. The credit card companies represent the Holders before the financial institutions liable for granting credit to the Holders.
Management – members of the Board of Directors and the Statutory Board of Executive Officers.
ANBID – National Association of Investment Banks.
Central Bank or BACEN – Banco Central do Brasil.
Credit card brand – the company holding the property rights and franchisor of its brands and logotypes to be used by Merchant Acquirers and Issuers, among others, specifying the general rules of organization and operation of the credit and debit card system and other means of payment.
BNDES – Brazilian Development Bank.
Bovespa – São Paulo Stock Exchange.
BM&FBOVESPA – BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange.
CAGR – the Company’s Compound Annual Growth Rate related to the periods indicated herein.
Arbitration Panel – Market Arbitration Panel created by BM&FBOVESPA.
Card – instrument of identification and physical or virtual payments, issued and granted by Issuers for the holders personal and untransferable use, with multiple options or not, debit, credit and consumer direct credit (CDC), among others.
CBLC – Brazilian Clearing and Depository Corporation.
CDB – Certificate of Bank Deposit.
CDI – Interbank Deposit Rate.
Digital certificate – the digital certificate is an electronic document which ensures protection to online transactions and the virtual exchange of documents, messages and data, legally valid.
Company or Valid – It refers to Valid Soluções e Serviços de Segurança em Meios de Pagamentos e Identificação S.A.
Independent Board member – according to the Novo Mercado rules, the Independent Board member : (i) does not have any relationship with the Company, except for the equity interest; (ii) he is not a controlling shareholder, spouse or relative up to second degree of kinship, and he is not or has not been over the past three years linked to company or entity related to controlling shareholder (persons linked to public educational and/or research institutions are excluded from this restriction); (iii) over the past three years he has not been employee or officer of the Company, controlling shareholder or Company’s subsidiary; (iv) he is not a direct or indirect supplier or buyer of services and/or products of the Company, in magnitude that implies loss of independence; (v) he is not an employee or administrator of the company or entity which is offering or requesting services and/or products to the Company; (vi) he is not a spouse or relative up to second degree of kinship of any Company’s administrator; and (vii) he does not receive any other compensation from the Company rather than as board member (cash dividends deriving from equity interest are excluded from this restriction). “Independent Board Members” are also those elected as provided for in Article 141, paragraphs 4 and 5 or Article 239 of the Brazilian Corporation Law, which comprise quorums and conditions to elect the Board members by non-controlling shareholders.
Board of Directors – The Company’s Board of Directors.
CVM – Brazilian Securities and Exchange Commission.
Statutory Board of Executive Officers – the Company’s statutory officers jointly considered.
EBITDA – EBTIDA means earnings before income and social contribution taxes, financial result, depreciation and amortization expenses.
Issuer – Domestic or foreign company, financial institution or not that grants credit to the Holders, authorized by credit card brands to issue the cards and/or make available Products for the use of Holders in Brazil and/or abroad, as well as execute the collection of Holders’ credit card expenditures.
Bylaws (“ES”) – the Company’s Bylaws.
IBCG – Brazilian Institute of Corporate Governance.
IFRS – International Financial Reporting Standards.
IOF – Tax on Credit, Foreign Exchange and Insurance Operations.
IPCA – Extended Consumer Price Index.
IR – Income Tax.
IRPJ – Corporate Income Tax.
ISS – Services Tax.
Power of Control and related terms, such as Control, Controlling Shareholder, Subsidiary and under common control – the power effectively employed to direct the company’s activities and guide the operation of the Company’s bodies, directly or indirectly, actually and legally. There is a relative assumption of owning control in relation to the person or group of persons bound by a shareholders’ agreement or under common control (group of control) who holds shares ensuring him/her the absolute majority vote of shareholders attending the last three shareholders’ meetings of the Company, even if he/she is not holder of shares ensuring the absolute majority of the voting capital.
POS – Point-of-Sale is the acronym referring to the terminal or electronic equipment owned by the Company, which captures card sales. This equipment is installed and maintained by the Company.
Accounting Practices Adopted in Brazil – accounting practices adopted in Brazil, as provided for in the Brazilian Corporation Law, pronouncements, guidelines and interpretations issued by the Brazilian Accounting Pronouncement Committee – CPC and approved by the Federal Accounting Council – CFC.
Private Label – credit cards issued by large retailers aiming client’s loyalty, not associating to a Brand.
Hybrid Private Label – type of credit card issued by large retailers aiming client’s loyalty and the association with a Brand as an advantage.
Products – products estimated in the multi-brand scenario with which the Company provides capture, routing and data transmission services referring to transactions in the country.
Real, Reais or R$ – Brazilian currency.
Arbitration Rules – Arbitration Rules, including further amendments, ruling the arbitration proceeding to which all conflicts defined in the Arbitration Clause will be submitted, included in the Company’s Bylaws and in the statements of consent by Management and controlling shareholders.
Novo Mercado Rules- Novo Mercado Rules provide for the special corporate governance practices to be adopted by companies with shares listed on the Novo Mercado.
SEC – The US Securities and Exchange Commission.
Simcard – SIM Card or also GSM-SIM card is a smart card printed circuit that identifies, controls and stores GSM (Global System for Mobile Communications) data.
The Nilson Report – The Nilson Report, US publication about the electronic means of payment market.
Transaction – All and any acquisition of goods and services through cards of payment made by holders at merchants accredited in the country. In case of installment sales, the Company considers each installment as a new transaction.
US GAAP – the accounting practices generally accepted in the USA.